Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) Each of CNYF and the CNYF Subsidiaries shall permit Niagara Bancorp and its representatives reasonable access to its properties, and shall disclose and make available to them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of CNYF and its subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Niagara Bancorp may have a reasonable interest. CNYF and CSB shall make their respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Niagara Bancorp and its representatives. CNYF and CSB shall permit a representative of Niagara Bancorp to attend any meeting of CNYF and/or CSB's Board of Directors or the Executive Committees thereof (provided that neither CNYF nor CSB shall be required to permit the Niagara Bancorp representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated November 22, 1999, among CNYF and Niagara Bancorp (the "Confidentiality Agreement").

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cny Financial Corp), Agreement and Plan of Merger (Cny Financial Corp), Agreement and Plan of Merger (Cny Financial Corp)

AutoNDA by SimpleDocs

Access; Confidentiality. (a) Each of CNYF PFC and the CNYF PFC Subsidiaries shall permit Niagara Sound Federal Bancorp and its representatives reasonable access to its properties, and shall disclose and make available to them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of CNYF PFC and its subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Niagara Sound Federal Bancorp may have a reasonable interest. CNYF PFC and CSB First Federal shall make their respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Niagara Sound Federal Bancorp and its representatives. CNYF PFC and CSB First Federal shall permit a representative of Niagara Sound Federal Bancorp to attend any meeting of CNYF PFC and/or CSBFirst Federal's Board of Directors or the Executive Committees thereof (provided that neither CNYF PFC nor CSB First Federal shall be required to permit the Niagara Sound Federal Bancorp representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated November 22January 11, 19992000, among CNYF PFC and Niagara Sound Federal Bancorp (the "Confidentiality Agreement").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Peekskill Financial Corp), Agreement and Plan of Merger (Sound Federal Bancorp)

Access; Confidentiality. (a) Each of CNYF Innes Street and the CNYF Subsidiaries Citizens Bank shall permit Niagara Xxxxxx Bancorp and its representatives reasonable access to its properties, and shall disclose and make available to them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of CNYF Innes Street and its subsidiariesCitizens Bank, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholdersshareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Niagara Xxxxxx Bancorp may have a reasonable interestinterest (provided that Innes Street shall not be required to provide access to any information that would violate its, or Citizens Bank's, attorney-client privilege or would violate applicable law or regulation). CNYF Innes Street and CSB Citizens Bank shall make their respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Niagara Xxxxxx Bancorp and its representatives. CNYF In addition, from the date of this Agreement through the Closing Date, Innes Street and CSB Citizens Bank shall permit a representative employees of Niagara Xxxxxx Bancorp reasonable access to attend any meeting information relating to problem loans, loan restructurings and loan workouts of CNYF and/or CSB's Board of Directors or the Executive Committees thereof (provided that neither CNYF nor CSB shall be required to permit the Niagara Bancorp representative to remain present during any confidential discussion of the Agreement Innes Street and the transactions contemplated thereby)Citizens Bank. The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated November 22May 24, 19992001, among CNYF between Innes Street and Niagara Xxxxxx Bancorp (the "Confidentiality Agreement").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Innes Street Financial Corp), Agreement and Plan of Merger (Innes Street Financial Corp)

Access; Confidentiality. (a) Each of CNYF IROQ and the CNYF IROQ Subsidiaries shall permit Niagara Bancorp and its representatives reasonable access to its properties, and shall disclose and make available to them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of CNYF IROQ and its subsidiariesSubsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityRegulatory Authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Niagara Bancorp may have a reasonable interest. CNYF IROQ, CB and CSB HFSA shall make their respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Niagara Bancorp and its representatives. CNYF IROQ, CB and CSB HFSA shall permit a representative of Niagara Bancorp to attend any meeting of CNYF and/or CSB's Board their Boards of Directors or the Executive Committees thereof (provided that neither CNYF IROQ, CB, nor CSB HFSA shall be required to permit the Niagara Bancorp representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby). IROQ and each Subsidiary shall permit Niagara Bancorp, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by IROQ or any IROQ Subsidiary. The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated November 22February 16, 1999, 2000 among CNYF IROQ and Niagara Bancorp (the "Confidentiality Agreement").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iroquois Bancorp Inc)

Access; Confidentiality. (a) Each of CNYF Innes Street and the CNYF Subsidiaries Citizens Bank shall permit Niagara Gxxxxx Bancorp and its representatives reasonable access to its properties, and shall disclose and make available to them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of CNYF Innes Street and its subsidiariesCitizens Bank, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholdersshareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Niagara Gxxxxx Bancorp may have a reasonable interestinterest (provided that Innes Street shall not be required to provide access to any information that would violate its, or Citizens Bank's, attorney-client privilege or would violate applicable law or regulation). CNYF Innes Street and CSB Citizens Bank shall make their respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Niagara Gxxxxx Bancorp and its representatives. CNYF In addition, from the date of this Agreement through the Closing Date, Innes Street and CSB Citizens Bank shall permit a representative employees of Niagara Gxxxxx Bancorp reasonable access to attend any meeting information relating to problem loans, loan restructurings and loan workouts of CNYF and/or CSB's Board of Directors or the Executive Committees thereof (provided that neither CNYF nor CSB shall be required to permit the Niagara Bancorp representative to remain present during any confidential discussion of the Agreement Innes Street and the transactions contemplated thereby)Citizens Bank. The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated November 22May 24, 19992001, among CNYF between Innes Street and Niagara Gxxxxx Bancorp (the "Confidentiality Agreement").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gaston Federal Bancorp Inc)

AutoNDA by SimpleDocs

Access; Confidentiality. (a) Each of CNYF Innes Street and the CNYF Subsidiaries Citizens Bank shall permit Niagara Xxxxxx Bancorp and its representatives reasonable access to its properties, and shall disclose and make ma ke available to them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of CNYF Innes Street and its subsidiariesCitizens Bank, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholdersshareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Niagara Xxxxxx Bancorp may have a reasonable interestinterest (provided that Innes Street shall not be required to provide access to any information that would violate its, or Citizens Bank's, attorney-client privilege or would violate applicable law or regulation). CNYF Innes Street and CSB Citizens Bank shall make their respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Niagara Xxxxxx Bancorp and its representatives. CNYF In addition, from the date of this Agreement through the Closing Date, Innes Street and CSB Citizens Bank shall permit a representative employees of Niagara Xxxxxx Bancorp reasonable access to attend any meeting information relating to problem loans, loan restructurings and loan workouts of CNYF and/or CSB's Board of Directors or the Executive Committees thereof (provided that neither CNYF nor CSB shall be required to permit the Niagara Bancorp representative to remain present during any confidential discussion of the Agreement Innes Street and the transactions contemplated thereby)Citizens Bank. The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated November 22May 24, 19992001, among CNYF between Innes Street and Niagara Xxxxxx Bancorp (the "Confidentiality Agreement").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innes Street Financial Corp)

Access; Confidentiality. (a) Each of CNYF NBF and the CNYF NBF Subsidiaries shall permit Niagara Bancorp Provident Bank and its representatives reasonable access to its properties, and shall disclose and make available to them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of CNYF NBF and its subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Niagara Provident Bancorp may have a reasonable interest. CNYF and CSB NBF shall make their respective its officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Niagara Bancorp Provident Bank and its representatives. CNYF and CSB NBF shall permit a representative of Niagara Bancorp Provident Bank to attend any meeting of CNYF and/or CSBNBF's Board of Directors or the Executive Committees thereof (provided that neither CNYF nor CSB NBF shall not be required to permit the Niagara Bancorp Provident Bank representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated November 22August , 19992001, among CNYF between NBF and Niagara Provident Bancorp (the "Confidentiality Agreement"). NBF shall permit Provident Bank, at Provident Bank's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBF, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement and commenced as soon as practicable thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Provident Bancorp Inc/Ny/)

Access; Confidentiality. (a) Each of CNYF First Bell Bancorp and the CNYF Subsidiaries Bell Federal Savings shall permit Niagara Bancorp Northwest Baxxxxp and its representatives repxxxxntatives reasonable access to its properties, and shall disclose and make available to them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of CNYF First Bell Bancorp and its subsidiariesBell Federal Savings, including, but not limited toxx, all books of account xxxount (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Niagara Northwest Bancorp may have a reasonable interestinterest (provided that First Bell Bancorp shall not be required to provide access to any infoxxxxion that would violate its, or Bell Federal Savings', attorney-client privilege or would vxxxxte applicable laws or regulations). CNYF First Bell Bancorp and CSB Bell Federal Savings shall make their respective respecxxxx officers, employees exxxxyees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Niagara Northwest Bancorp and its representatives. CNYF In addition, from the date of this Agreement through the Closing Date, First Bell Bancorp and CSB Bell Federal Savings shall permit a representative employees of Niagara Nxxxxwest Bancorp xxasonable access to attend any meeting information relating to problem loans, loan restructurings and loan workouts of CNYF and/or CSB's Board of Directors or the Executive Committees thereof (provided that neither CNYF nor CSB shall be required to permit the Niagara First Bell Bancorp representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby)Bell Federal Savings. The parties will hold all such information delivered alx xxch informatixx xelivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated November 22, 1999, among CNYF Confidentiality Agreement and Niagara Bancorp (the "Confidentiality Agreement")applicable laws and regulations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northwest Bancorp Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.